Westminster Group Plc (‘Westminster’ or the ‘Group’), the AIM listed supplier of system solutions and products to the security, defence, fire protection and safety markets worldwide, is pleased to announce that it has entered into a £5 million, three year Equity Financing Facility (“EFF”) with Darwin Strategic Limited (“Darwin”), a majority owned subsidiary of Henderson Global Investors’ Volantis Capital (“Henderson Volantis”).
Commenting on the EFF, Peter Fowler, Chief Executive of Westminster Group, said:
“We are delighted to receive further institutional support from Darwin and the fund management team at Henderson Volantis. This new £5 million facility provides Westminster with access to efficient, cost effective financing as required.
“One of the key benefits of the Darwin facility is that we remain at all times in complete control over the pricing and timing of any issue of equity. The facility, which can be used entirely at our own discretion, de-risks our future financing requirements.
“The Board believes the EFF, in addition to the successful capital raise announced on 26 February 2013, allows the Group to have a flexible ongoing financing facility which can help meet the Group’s strategic and growth objectives.”
Further details of the Equity Finance Facility
The EFF agreement with Darwin and Henderson Volantis provides Westminster with a facility of up to £5 million which (subject to certain limited restrictions) can be drawn down at any time over the next three years. The timing and floor subscription price of any draw down is always at the complete control and sole discretion of the Group. There are no penalty fees payable for not using the facility.
Westminster is under no obligation to make a draw down and may make drawdowns at its discretion, up to the total value of the EFF, by way of issuing subscription notices to Darwin. Following delivery of a subscription notice, Darwin will subscribe and the Group will allot and issue to Darwin new ordinary shares in Westminster (‘Ordinary Shares’).
The subscription price for any Ordinary Shares to be subscribed by Darwin will be set with reference to certain average lowest Closing Bid Prices in the period following the issue of the subscription notice.
Westminster is able to specify in each subscription notice a minimum price below which Ordinary Shares will not be issued to Darwin. The Group will have the right (with the consent of Darwin) to modify that minimum price at any time during the relevant Pricing Period.
The number of Ordinary Shares which may be issued under any individual subscription notice may be up to the lower of 25 per cent of the Group’s issued share capital following completion of the relevant subscription, or four times the average daily trading volume of Westminster’s Ordinary Shares over the 15 trading days preceding the issue of the relevant subscription notice. This may be reduced in certain circumstances, including where the minimum price is not maintained.
The maximum amount of an individual subscription notice may not exceed £500,000 without Darwin’s permission. Darwin is entitled to a commission of up to 5 per cent of amounts subscribed but may agree with Westminster in lieu thereof for the subscription price for the Ordinary Shares to be discounted by 5 per cent.
There is also an over-allotment facility available to Westminster, under which the Group may authorise Darwin, at Darwin’s discretion, to increase the amount of the draw down by up to the aggregate undrawn amount under the EFF. Darwin may direct allotments under the EFF to its parent fund, Henderson Volantis.
Darwin and Westminster may mutually agree at the end of the pricing period to a variation of subscription price. This may allow for a larger subscription via any over-allotment facility authorised by the Group.
The issuance of a Subscription Notice is conditional upon the satisfaction of certain Subscription Notice Conditions which have been agreed between Darwin and Westminster. Any subscription notice which Westminster may issue will only be valid to the extent that it has the requisite shareholder authority to issue the maximum number of Ordinary Shares that Darwin may be required to subscribe under the relevant subscription notice.
Darwin and Westminster may terminate the EFF agreement if certain conditions are not met.
In conjunction with the EFF, Westminster has entered into a warrant agreement with Darwin dated 17 April 2013 to subscribe for up to 300,000 Ordinary Shares, such warrants to be exercisable at any time prior to the expiry of 36 months from the date of the warrant agreement. 120,000 of these options, with a grant price of 50p, are exercisable immediately, with the remaining 180,000 being exercisable pro rata to subscription monies received against the £5m facility. They will be priced at a 15% premium to the subscription price the Company receives.
For further information – see the Group’s web site, www.wg-plc.com
